Here's the beginning of a proposed Corporate Structure, based on
the discussions we've had in this thread and elsewhere. Please comment.
Company Structure
A. Shareholders
1. Authority: All authority in the
company resides in the shareholders. The primary function of shareholders'
meetings is to set goals and policies for the company. Generally, these should
be broadly focused and concerned with the company's long term performance and
nature, but virtually any matter that affects the company can be decided by in
a shareholders' meeting. For efficiency and convenience, the shareholders
can vest specific portions of their authority in individual officers, appointed
commissions or other representatives.
2. Shareholders' Meetings: The
shareholders will meet at least once per quarter (game time), to discuss issues
and make decisions, review the company's performance, etc. The meeting will be
announced (via Forum thread and PM) at least one week (real time) ahead of
time. The primary function of shareholders' meetings is to set goals and
policies for the company. Generally, these should be broadly focused and
concerned with the company's long term performance and nature.
Any shareholder can call an emergency meeting
when important matters arise that the shareholders as a body cannot wait to
address until the next quarterly meeting. Any two other shareholders must
second the call to meet, and all possible time and means must be taken to
contact all shareholders in advance of the meeting.
a. Quorum : Whenever the shareholders meet, those who
are in attendance shall be considered a Quorum, authorized to make binding
decisions with the full authority of all of the shareholders.
b. Votes : At any time during a shareholders' meeting, any
shareholder may call for a vote on the subject under discussion, which must be
seconded by another shareholder. Any other shareholder may second the call to
vote. All votes will be decided by a simple majority (whichever option gets the
most votes in passed), and each share equals one vote. Shareholders may abstain
from votes, split their votes among any number of options, or vest any number
of their votes in any proxy.
c. Proxies : At least 24 hours (real time) prior to any
shareholders' meeting, any shareholder can give any representative the authority
to vote with any number of his/her shares. This investiture must be announced
in the Forums and the terms should be as clearly and specifically as possible.
d. Special Votes: Once a motion to vote has been seconded,
any shareholder may make a motion that the vote be considered a Special Vote,
requiring an absolute majority (over 50% of all votes cast) for the motion to
pass. A motion to make a vote a Special Vote must be seconded and then passed
by a simple majority vote.
B.
Corporate Officers
1. Board of Directors: A board of
three directors will be appointed to handle to important matters between
shareholders' meetings. This board will include a total of three directors, who
may or may not be shareholders. Two of the directors will be representatives of
the shareholders and one will be a representative of the employees of the
company (see C., below). All representatives will be selected by
nomination and vote and elected quarterly. Should the shareholders feel
that the Board is not serving the best interests of the company, they may vote
to replace the Board members at their next quarterly meeting, or during an
emergency meted called for that purpose.
a. Representative Selection : Any person may be nominated to be a representative
to the Board of Directors by any member of the appropriate body (shareholders
or employees), and must be seconded by another member of that body. Nominees
have the right to refuse nomination for any reason. No person who is under
censure by the company (on probation, suspension or otherwise officially
reprimanded) cannot be nominated to the Board of Directors. All terms on the
Board of Directors last one quarter, although individuals may be elected any
number of terms. b. Shareholders' Representatives : Selection of the representatives will take place at
each quarterly shareholders' meeting. Once all nominations to the Board are
made, shareholders take a simple vote and the two candidates with the highest
totals of votes are elected. In the case of a tie, a runoff vote is
taken. c. Employees' Representative : Selection of the representative will take place
quarterly, at the same time as the shareholders' meeting. Once all nominations
to the Board are made, each employee of the company (as defined in C., below)
is allowed to cast one vote for any nominee. The nominee with the most votes in
appointed to the Board. In the case of a tie, a runoff vote is taken. d. Board's Rights and
Responsibilities: The Board of
Directors can be considered in session any time all three members of the Board
are in simultaneous and direct contact with one another. It is the Board’s
responsibility to design policies and make decisions that direct the rest of
the company in how to implement the goals laid down by the shareholders. They
can also provide input and feedback to the CEO, CFO or the Captain (see below),
but generally do not generally otherwise take votes or propose motions except
when they feel that the company's best interests are being harmed, or are in
clear and present damage of being harmed by a decision or action being actively
pursued or performed by an officer of the company.
i. In the case of overriding the CEO or CFO, In such cases,
a two-thirds majority of the board may veto the CEO's decision in that single
matter.
ii. In the case of overriding the Captain, a unanimous vote of all
three members of the Board of Directors can relieve the Captain of command,
thereby leaving the decision in the hands of the next in command.
2. Chief Executive Officer : The Board of
Directors will empower one of their number to act as Chief Executive Officer of
the company, who may make decisions on behalf of the Board and the company in
all business and financial matters. In voting for a CEO, Board members cannot
vote for themselves or abstain from the vote. The CEO's term generally lasts
for the quarter, but the other two Board members may recall the standing CEO by
passing a two-thirds majority vote to do so and agreeing to name one of their
number to take the recalled CEO's position.
a. CEO's Rights and Responsibilities : It is the CEO's
duty to implement the decisions and Goals of the Shareholders and the Board of
Directors on a day-to-day basis. This includes decisions regarding the
allocation of corporate resources, hiring, disciplining and firing company
officers, making binding agreements with patrons, customers, suppliers and any
other matters that pertain to the company as a whole but are not covered under
another officer's purview.
b. Delegation of
Responsibilities: The CEO may appoint one or more administrative assistants
to help in his duties. These individuals will be considered company employees,
bound by and entitled to all of the rights and responsibilities defined below.
Administrative assistants can be vested with whatever portion of the CEO’s
authority as he wishes, and such investiture can be temporary or permanent at
the CEO’s discretion. Any CEO may choose to discharge any administrative
assistant at any time, subject to the limitations in the Employees section,
below.
3. Chief
Financial Officer: The Board of Directors will empower a qualified individual to act
as the primary CFO of the company. The CFO is responsible for directing the
fiscal functions of the corporation in accordance with generally accepted
accounting principles and the goals and principles set down by the shareholders
and the Board, and in cooperation with the CEO. The CFO's term generally
lasts for the quarter, but the Board members may recall the standing CFO by
passing a two-thirds majority vote to do so and agreeing to name another
qualified individual to take the recalled CFO's position.
a. CFO’s Rights and
Responsibilities: The CFO will plan, develop, organize, implement, direct
and evaluate the organization's fiscal function and performance. He will track
and report the company’s assets, manage accounts receivable and payable,
oversee payroll and work closely with the CEO to maximize the company’s profits
and credibility. The CFO has the authority to enter into short-term, binding agreements
on behalf of the company in matters of sales and purchases. The CFO sets the
base salaries and other compensation to all employees, subject to the approval
of the Board of Directors,
b. Delegation of
Responsibilities: The CFO may appoint one or more administrative assistants
to help in his duties. These individuals will be considered company employees,
bound by and entitled to all of the rights and responsibilities defined below.
Administrative assistants can be vested with whatever portion of the CFO’s
authority as he wishes, and such investiture can be temporary or permanent at
the CFO’s discretion. Any CFO may choose to discharge any administrative
assistant at any time, subject to the limitations in the Employees section,
below.
4. Captain of the (Ship
Name here): The shareholders will
select a qualified Captain to command the company’s flagship by simple
nomination and vote. A Captain’s term lasts indefinitely, although the
shareholders may call for a vote to replace him at any shareholders meeting.
The Board of Directors can also temporarily relieve a Captain from command.
a. Captain’s Rights and
Responsibilities : The Captain is responsible for the safety and welfare of
his ship, its crew, its passengers and its cargo. The Captain of the company
flagship will also serve as Admiral of the Fleet whenever more than one company
vessel is operating together. The Captain has direct command of the bridge crew
and authority over the ship’s crew, and may assign them to duties and
discipline them as needed. The Captain also has ultimate authority in all
matters regarding the safety and welfare of the ship (qv.) The Captain is
responsible to the CEO, the Board of Directors and the shareholders to command
the ship in the pursuit of the goals and policies laid out by the company.
b. Delegation of
Responsibilities: The Captain may promote one or more junior officers to
help in his duties. These individuals will be considered company employees,
bound by and entitled to all of the rights and responsibilities defined below.
Junior officers can be vested with whatever portion of the Captain’s authority
as he wishes, subject to the limitation that no junior officer may have
authority over any command officer. Any Captain may choose to demote any junior
officer at any time, subject to the limitations in the Employees section,
below.
C.
Command Officers
The Board of Directors will assign two qualified
individuals to serve as Command Officers, directly responsible to the Captain,
and subject to his orders and discipline. In each Command Officer will be
empowered to act as acting Captain if the Captain is unavailable. These Command
Officers will be selected by simple nomination and vote. In cases of emergency,
when they both agree that the Captain is acting or behaving irrationally and/or
against the interests of the ship, crew and company, the Command Officers are
empowered to temporarily relieve the Captain of command and or duty, and to
remand him to the custody of the Chief Medical Officer or confine him as needed.
1. First
Officer:
The First Officer is second in the chain-of-command aboard the ship, and is
responsible to advise and assist the Captain in the furtherance of his duties
and in pursuing and protecting the company’s goals and interests. The First
Officer may serve in additional capacities as determined by the Captain or the
Board.
2. Second
Officer:
The Second Officer is third in the chain-of-command aboard the ship, and is
responsible to advise and assist the Captain in the furtherance of his duties
and in pursuing and protecting the company’s goals and interests. The First
Officer may serve in additional capacities as determined by the Captain or the
Board.
D. Crew
Chiefs
Crew Chiefs are nominated by the Captain
and ratified by the Board of directors. Command Officers may serve as Crew
Chiefs
1. Chief
Engineer:
The Chief Engineer is responsible to the Captain and the Board for the
maintenance, repair and operation of the ship’s mechanical and electrical
systems, including informing the CFO when spare parts, tools and other material
need to be purchased. The Chief Engineer is also the direct commanding officer
of all designated engineers on the crew, subject to the approval of the
Captain.
2. Chief
Medical Officer:
The Chief Medical Officer is responsible for the physical and mental health and
safety of all personnel and passengers. The CMO is to monitor the health of all
people aboard the ship, and has absolute authority in medical emergencies
aboard ship. This means that the CMO can declare any crew member unfit for duty and can prescribe medical treatment
and precautions for any individual or group of individuals based on medical
need and the health of the crew and passengers as a whole. The CMO is also the
direct supervisor of any crew specifically designated as medics, and can
commandeer additional personnel as needed in a medical emergency.
3.
Gunnery Chief:
The Gunnery Chief is responsible to the Captain and the Command Officers for
the maintenance, repair and operation of the ship’s weapon systems and
ordnance. The Gunnery Chief tracks and requisitions ammunition, ordnance and
spare parts for all of the ship’s weapons and is the direct supervisor of any crew
specifically assigned as gunners.
4. Force
Commander:
A Force Commander is assigned as needed by and responsible to the CEO and the
Board of Directors to coordinate and command operations outside the ship,
including boarding and ground operations. The Force Commander is the direct
supervisor of any crew or other employees assigned as marines or ground forces,
as well as of any additional personnel assigned to specific operations outside
the ship. That's as far as I've gotten. I think it's mostly complete, as far as it goes. Now that I'm going through it again, though, I think that the Gunnery Chief and the Force Commander can probably be combined into one position. We can also probably turn the Chief Medical Officer into the Science Officer (pointy ears optional).